Terms of service
TERMS AND CONDITIONS
The following Terms and Conditions relate to the sale and supply of goods and services by Dynamic Business Information Limited (a company registered with Companies House in England under company number 3000636 whose registered office is at 1 Vincent Square, London, SW1P 2PN, England, United Kingdom) (“DBI“). The Customer should read these Terms carefully before deciding whether to proceed with the Account registration process and is strongly advised to re-read these Terms prior to submitting any Order for the Products and Services offered by DBI. By registering for an Account with DBI the Customer agrees to be bound by these Terms in respect of the matters described in the Terms (including the Order of Products and Services). If the Customer does not wish to be bound by these Terms it should not complete the Account registration process and should not place any Orders for Products or Services. These Terms may be varied from time to time and the Customer should refer to Clause 25 below regarding the effect of such variations. Definitions of capitalised words used in these Terms and rules for interpreting these Terms are set out in Clause 34 below.- THE TERMS
1.1. These Terms shall apply to and govern:
1.1.1. the Customer’s ordering of Products and Services;
1.1.2. the supply of Products and Services by DBI to the Customer;
1.1.3. all other use by the Customer of its Account and the Site.
- ORDER PROCESSES
If the Customer wishes to place an Order it shall do so using the automated or non-automated processes as set out or described on the Site (this may include the completion of elements of the Order Process by DBI acting on the Customer’s behalf in accordance with the Customer’s instructions).
- ACCEPTANCE OF ORDERS
3.1. Notwithstanding:
3.1.1. that DBI may send the Customer correspondence acknowledging an Order; and
3.1.2. any other provisions of these Terms, DBI shall not be deemed to have accepted an Order until (as applicable):
3.1.3. the relevant Products are despatched to the Customer; or
3.1.4. the relevant Services are performed, and DBI reserves the right to refuse Orders at its own discretion (in such circumstances the Customer will be entitled to a refund in accordance with Clause 12).
3.2. Save to the extent provided in Clause 3.3 and in Clause 9.3, Customers shall not be entitled to cancel Orders once submitted.
3.3. Customers may cancel an Order by written notice within 24 hours of submitting that Order, provided:
3.3.1. the Customer had selected the Off-Line Option for that Order (not including where such option is selected as an alternative Delivery Mode); and
3.3.2. the Off-Line Option delivery timescale for that Order is greater than 24 hours, and
3.3.3. the notice of cancellation is received by DBI within the 24 hour period. After the 24 hour period the Customer will no longer be entitled to cancel its Order in accordance with this Clause
- THE PRODUCTS
4.1. Product Identity
4.1.1. The Products to be delivered to the Customer are as selected by the Customer during the Order Process.
4.1.2. Any samples, drawings, descriptive matter, specifications and advertising either displayed on or supplied through the Site are by way of general guide only to the nature of the Products which may be purchased.
4.2. Product Delivery
4.2.1. The Products are delivered to the Customer using the Delivery Mode selected by the Customer during the Order Process.
4.2.2. DBI will use its reasonable endeavours to deliver the Products within the Delivery Mode timescale. However, there are a substantial number of factors which may affect delivery time (many of which are outside the control of DBI) so time shall not be of the essence.
4.2.3. Wherever possible (without DBI incurring additional third party charges) a copy of all Products delivered to the Customer shall be made available to the Customer in the “Historical Orders” section of the Site for 90 days from the delivery date of those Products.
4.3. Use of the Products
4.3.1. Customers must only use the Products for their internal business purposes in determining the suitability of granting credit terms, assessing or corroborating legal, corporate, operational and/or financial facts or assessing the suitability of conducting bona-fide business relations with the Subject of Enquiry.
4.3.2. Customers may not use the Products for:
a) determining eligibility for credit or insurance which specifically relates to personal, family or household matters;
b) establishing eligibility or appropriateness for employment; and/or
c) unfair or deceptive practices.
4.3.3. Customers must only purchase, commission and use Products where they have a legitimate business interest and the Customer hereby warrants that it has such legitimate interests.
4.3.4. Customers must only use the Products within the permitted scope of the restrictions and prohibitions set out in the Supplier Conditions.
4.3.5. Customers shall not engage in or permit the re-supply or re-sale of the Products purchased by them or use such Products to provide a service equivalent or substantially similar to that provided to the Customer by DBI.
4.3.6. Save to the extent that further copying is strictly necessary for the use of the Products by the Customer, the Customer shall only retain a single copy of the Products it receives.
4.3.7. Customers are responsible for ensuring the Products ordered are appropriate for their intended use and must not rely on the Products as the sole basis for decisions or as a substitute for the exercise of proper judgment.
- THE PRODUCTS
5.1. Any deliverables to be provided by DBI to the Customer pursuant to the Services shall be treated as Products for the purposes of these Terms and any Contract between the Parties.
5.2. Customers must only Order Services where they have a legitimate business interest and the Customer hereby warrants that it has such legitimate interests.
- PRODUCT & SERVICE QUALITY
DBI will provide the Products and the Services using reasonable skill and care (including exercising its professional judgment in selecting Suppliers).
- ANCILLARY SERVICES
Any support service or other advice offered by DBI in relation to the Products, the Services or the Site, which does not comprise a Service itself, does not create a contractual commitment by DBI to the Customer. Such ancillary services are provided on an ‘as is’ basis and DBI excludes all liability for such services to the fullest extent permitted by law.
- CUSTOMER OBLIGATIONS
8.1. The Customer shall provide such information and assistance as is reasonably required by DBI and the Suppliers for provision of the Products and the performance of the Services. This may include the provision of evidence to demonstrate a legitimate business interest in respect of the Products and Services ordered.
8.2. Where additional information must be sought from the Customer due to the Customer’s provision of inaccurate, incomplete or misleading Order information there is a risk that Suppliers may levy additional charges for subsequent work in respect of that Order. While DBI shall use its reasonable endeavours to reduce the scope for such additional charges being incurred, the Customer shall be responsible for such charges in addition to the Charges already paid.
- CHARGES
9.1. Charges applicable to the Products and Services are as stated during the Order Process (subject to any additional Charges that may be due in accordance with these Terms).
9.2. The Charges are payable in the currency selected during the Account registration process. If the Customer wishes to pay Charges using an alternative currency option, as may be offered by DBI on the Site, it must register a separate and additional Account.
9.3. Typographical errors in Charges stated on the Site for ordered Products or Services will be notified to the Customer by DBI as soon as reasonably practical and the Customer will have the option to reconfirm its Order at the correct pricing level or cancel its Order. In the event of cancellation of the Order the Customer shall be entitled to a refund in accordance with Clause 12.
9.4. Product and Service charges will vary on a regular basis and Customers should review the prices stated during the Order Process to confirm the applicable Charges.
- INVOICING AND PAYMENT
10.1.Charges for Products and Services ordered are payable at the time of placing the applicable Order in accordance with the invoicing terms set out below.
10.2.DBI shall on a monthly basis issue invoices to the Customer in respect of any Product and Service Orders completed and delivered during the preceding month (or not previously invoiced). Invoices shall identify the Products and Services covered by the invoiced amount.
10.3.The Customer must pay each invoice issued by DBI within 14 days of the date of that invoice. If the Customer has not paid any sum due to DBI within 14 days of the applicable invoice then DBI may, without prejudice to any other rights or remedies available to it, charge interest on such overdue sums on a day-to-day basis from the invoice date until paid in full at a rate of 3% per annum above the base rate of the Royal Bank of Scotland plc for the time being in force without further notice.
- TAXES
11.1.The Customer is responsible for payment of any applicable Taxes due in respect of the Products and Services supplied to it (regardless of whether Taxes are indicated as payable during the course of the Order Process). The Customer may be contacted by DBI subsequent to placing an Order requiring the payment of Taxes found to be due on an Order.
11.2.In the event that the Customer provides inaccurate, incomplete or misleading Taxes-related information during the Account registration process then, notwithstanding that Taxes may not have been payable had accurate and complete information been provided, the Customer may be required to pay Taxes (by way of a deduction or requirement for further payment) in addition to the net Product and Service Charges.
- REFUNDS
12.1.Where these Terms provide for a refund of Charges, the refund will be made by way of a credit applied to the Customer’s Account. This credit may be used by the Customer as payment (either part or whole) for future Product and/or Service purchases from DBI.
12.2.The Customer may request in writing the return of any credit on its Account. DBI reserves the right to charge an administrative fee for processing such returns to the Customer.
- SUBJECT MATTER UNIDENTIFIED
13.1.In the event that a Subject of Enquiry cannot be located or identified despite the exercise of reasonable endeavours by the relevant Supplier (a ‘no-trace’ Order), the Customer remains liable for payment of the Charges in respect of those Products and Services.
13.2.To the extent that Suppliers do not charge DBI their full charges in respect of a ‘no-trace’ Order because the subject matter was not located or identified, DBI shall provide the Customer with a corresponding proportionate refund in the Charges for that Order in accordance with Clause 12.
- SAME DAY OPTION / OFF-LINE OPTION / NONE OPTION
14.1.The Same Day Option is a facility offered as part of the Order Process whereby certain Products may be available on a preferential Charge and/or Delivery Mode due to the potential ready availability of such Products. However, such availability cannot be guaranteed by DBI.
14.2.In order to provide for where an ordered Product is found not to be available on the Same Day Option basis, the Customer will as part of the Order Process select an alternative Delivery Mode option comprising either:
14.2.1. one of the Off-Line Options (“Normal”, Express” or “Flash” as available); or
14.2.2. a None Option.
14.3.If the Product is available on the Same Day Option basis the relevant Delivery Mode and Charges shall be as applicable to the On-File Option basis.
14.4.If the Product is not available on the On-File Option basis:
14.4.1. where the Customer selected an Off-Line Option as its alternative Delivery Mode the relevant Delivery Mode and Charges shall be as applicable to the selected Off-Line Option;
14.4.2. where the Customer selected the None Option as its alternative Delivery Mode no Product or Service will be provided and no corresponding Charge will be due.
- INTELLECTUAL PROPERTY
15.1.All intellectual property rights in the Products and anything else produced in performing the Services shall be retained by DBI and/or its licensors.
15.2.The Customer shall have the right to use the Products (including the intellectual property rights therein) to the extent necessary for the use and reproduction of the Products in accordance with these Terms (including in accordance with the parameters of permitted use set out Clause 4.3).
15.3.The Customer must not alter or otherwise suppress any proprietary markings contained in the Products and must reproduce such markings in any permitted copies of the Products.
- CONFIDENTIALITY
16.1.Information exchanged by the Parties in relation to the Site, the Products and/or Services must be treated as confidential and not disclosed unless permitted in accordance with this Clause 16.
16.2.Each Party is permitted to disclose information received from the other Party to the extent such disclosure is strictly required:
16.2.1. to enable each Party to comply with its obligations and exercise its rights as set out in these Terms;
16.2.2. for the instruction of Suppliers in the provision of Products and Services;
16.2.3. for the administration of the Site and the Customer’s Account;
16.2.4. by any applicable law or by a court, arbitral or administrative tribunal in the course of proceedings before it;
16.2.5. by any regulatory body acting in the course of its duties; or
16.2.6. in order to give proper instructions to any professional adviser of that Party who also has an obligation to keep such information confidential.
16.3.A Party may disclose information received from the other Party to the extent that such disclosure is authorised in writing by the other Party (including where the Customer has agreed to the disclosure of its identity and/or other details during the Order Process).
16.4.The following is not information subject to Clause 16.1:
16.4.1. information which is in or which comes into the public domain otherwise than by reason of a breach of these Terms or of any other duty of confidentiality relating to that information;
16.4.2. information obtained from a third party without that third party being under an obligation (express or implied) to keep the information confidential;
16.4.3. information which was already in the lawful possession of a receiving Party or was subsequently independently developed without reference to the other Party’s information and in respect of which that Party is not under an existing obligation of confidentiality.
16.5.Where a Party discloses information to its agents, officers and/or contractors in accordance with this clause, the disclosing Party shall be responsible for ensuring that such recipient parties comply with the provisions of this clause and the disclosing Party shall be liable in the event of any failure by those recipient parties to comply with these provisions.
16.6.DBI shall not be responsible in circumstances where, despite DBI complying with this clause, a third party is able to extrapolate or otherwise indirectly determine information concerning an Order or Customer.
- DATA PROTECTION
17.1.The Customer agrees that it is a Data Controller in respect of any Customer Personal Data Processed. The Customer appoints DBI to act as a Data Processor in respect of such processing and agrees that DBI may appoint sub-Data Processors on its behalf.
17.2.The instructions given by the Customer in respect of the Customer Personal Data shall at all times be in accordance with the laws of the United Kingdom.
17.3.DBI agrees that it is compliant with GDPR and:
17.3.1. it shall only Process Customer Personal Data in accordance with the Customer’s instructions from time to time;
17.3.2. it has appropriate operational, technological and staff training processes and procedures in place to safeguard against any unauthorised access, loss, destruction, theft, use or disclosure of the Customer Personal Data;
17.3.3. it will on reasonable notice demonstrate to the Customer that it is complying with the requirements of this clause.
17.4.The Customer agrees to comply with the requirements of the GDPR and any other applicable data protection or privacy laws in respect of the Customer Personal Data and its use thereof. The Customer will indemnify DBI and hold it harmless against any and all damage, losses, costs, claims and expenses (including legal costs) which DBI may incur arising out of any breach of such laws by the Customer.
17.5. DBI or its business partners may contact the Customer (or its named representatives), directly or via it agents, by mail, telephone fax, email or other electronic messaging service with offers of goods and services that may be of interest to the Customer and with details of other organisations goods and services. By providing DBI with its personal details (or those of its named representatives) and fax number, telephone numbers or email address the Customer consents to its information being used for the purposes set out in the Privacy Statement including marketing by the above methods and agrees that it has authority to give consent on behalf of its named representatives. The Customer can indicate if it does not want to receive marketing information from DBI or its business partners on registration for an Account. Data is retained for period necessary for the processing purposes previously described e.g. during the period a Customer has an open account with DBI. Order data is kept for 7 (seven) years, which is required to ensure compliance with other regulations.
- Use of the Site, products and services: GENERAL
18.1.The Customer shall only use its Account and its Passwords to:
18.1.1. consider and Order the Products and Services; and
18.1.2. control the features of the Customer’s Account, on its own behalf and in a manner compliant with these Terms.
18.2.The Customer must not use the Site, its Account, its Passwords, the Products and/or Services for any purpose which:
18.2.1. is prohibited by or contrary to any law or regulation in the United Kingdom or any other jurisdiction;
18.2.2. is libellous, obscene, offensive, insulting, threatening, hateful, harmful, defamatory or indecent;
18.2.3. infringes DBI’s or any third party’s copyright, trade marks or other intellectual property or other proprietary rights or rights in respect of personal data and privacy;
18.2.4. is in breach of any duties of confidentiality; or
18.2.5. could place DBI at the risk of prosecution or civil action or cause DBI embarrassment or loss of reputation.
18.3.In addition to these Terms, the Customer acknowledges and agrees that in using the Site and its Account it is subject to and shall comply with the Conditions of Use.
18.4.DBI makes no warranties or representations in respect of and is not responsible for any sites or materials linked to from the Site. The Customer shall not create links to the Site other than to the Site’s homepage.
- PASSWORDS
19.1.The Customer shall maintain the confidentiality of the Passwords issued to it and prevent unauthorised use of those Passwords.
19.2.If the Customer believes that:
19.2.1. the confidentiality of its Passwords has or may be compromised; and/or
19.2.2. its Passwords or Account have been or may be used without its authorisation,
it shall notify DBI immediately.
19.3.DBI may from time to time cancel Passwords and issue the Customer with replacements.
- TERMINATION
20.1.Customer Account
20.1.1. DBI may terminate a Customer Account:
a) at any time on 30 days notice to the Customer;
b) by notice with immediate effect where the Customer materially breaches any of these Terms or in the event of the insolvency, bankruptcy, administration (or similar arrangement) of the Customer; or
c) with immediate effect where no Order has been placed in respect of the Account for a period of 12 months.
20.2.Contracts
20.2.1. DBI may terminate Contracts by notice with immediate effect:
a) at its discretion if the Customer’s Account is terminated (within a period of 15 days of such Account termination); or
b) where the Customer materially breaches any of these Terms or in the event of the insolvency, bankruptcy, administration (or similar arrangement) of the Customer.
20.2.2. The Customer may terminate a Contract by notice with immediate effect where DBI materially breaches any of these Terms in respect of the Contract or in the event of the insolvency, bankruptcy, administration (or similar arrangement) of DBI.
- CONSEQUENCES OF TERMINATION
21.1.Customer Account
In the event of termination of the Customer’s Account:
21.1.1. the Customer is no longer permitted to use the Account;
21.1.2. Passwords must be deleted or destroyed by the Customer;
21.1.3. any remaining credit will:
a) be returned to the Customer, following its written request, if the Customer’s Account is terminated in accordance with 20.1.1(a) or 20.2.2; or
b) be retained by DBI by way of administration charge.
21.2.Contract
In the event of termination of a Contract, outstanding Charges (if any) will continue to be due and payable by the Customer.
21.3.General
Termination of the Customer’s Account or a Contract shall not prejudice:
21.3.1. any right, action or remedy which shall already have accrued; or
21.3.2. provisions of these Terms which by their nature are intended to continue in effect after such termination (including Clauses 8, 9, 10, 11, 15, 16, 17, 23, 24 and 25).
- LIMITATION OF LIABILITY
22.1.DBI’S AGGREGATE LIABILITY TO THE CUSTOMER IN RESPECT OF EACH CONTRACT IS LIMITED TO THE TOTAL AMOUNT OF CHARGES PAID OR PAYABLE BY THE CUSTOMER IN RESPECT OF THE CONTRACT CONCERNED.
22.2.DBI’S AGGREGATE LIABILITY TO THE CUSTOMER IN RESPECT OF THE CUSTOMER’S USE OF THE SITE, ITS ACCOUNT AND ANY AND ALL PRODUCTS AND SERVICES ORDERED BY THE CUSTOMER SHALL BE LIMITED TO AN AGGREGATE OF ALL CHARGES PAID OR PAYABLE BY THE CUSTOMER TO DBI UNDER THE CUSTOMER’S ACCOUNT.
22.3.NOTWITHSTANDING THE ABOVE PROVISIONS, DBI SHALL NOT BE LIABLE TO THE CUSTOMER FOR LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL OR INJURY TO REPUTATION, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, LOSSES SUFFERED BY THIRD PARTIES OR INDIRECT, CONSEQUENTIAL OR SPECIAL LOSS OR DAMAGE.
22.4.THE CUSTOMER ACKNOWLEDGES AND AGREES THAT:
22.4.1. THE ACCURACY OF THE PRODUCTS AND SERVICES CANNOT BE GUARANTEED ABSOLUTELY. WHILE DBI AND ITS SUPPLIERS MAY TAKE STEPS TO MAINTAIN THE ACCURACY OF THEIR DATABASES AND SOURCES, IT WOULD BE PROHIBITIVELY EXPENSIVE FOR DBI AND ITS SUPPLIERS TO VERIFY THE ACCURACY OF ALL RELEVANT DATA;
22.4.2. THE PREDICTIONS OF SYSTEMS TO ASSESS CREDITWORTHINESS, FRAUD OR INSURANCE RISKS CANNOT BE GUARANTEED ABSOLUTELY; AND
22.4.3. INFORMATION PROVIDED TO THE CUSTOMER ONLY REPRESENTS THE STATUS AS AT THE TIME OF PRODUCT PRODUCTION OR SERVICE PERFORMANCE (AS APPLICABLE) AND CIRCUMSTANCES MAY SUBSEQUENTLY CHANGE.
22.5.ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE) NOT SET OUT IN WRITING IN THESE TERMS (EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE) ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED AT LAW.
22.6.NOTHING IN THESE TERMS SHALL SERVE TO LIMIT LIABILITY FOR (I) DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE; OR (II) FRAUD.
- FORCE MAJEURE
DBI SHALL NOT BE LIABLE FOR ANY BREACH OF THESE TERMS WHERE SUCH BREACH IS CAUSED BY EVENTS OUTSIDE ITS REASONABLE CONTROL (INCLUDING NON-DELIVERY OF PRODUCTS ARISING DUE TO THE FAILURE OF THIRD PARTY CARRIERS).
- INDEMNITY
The Customer shall indemnify DBI and hold it harmless against any and all damage, losses, costs, claims and expenses (including legal costs) arising from the Customer’s breach of these Terms.
- VARIATIONS
25.1.DBI reserves the right to vary the Products and Services offered on the Site at any time. Customers should refer to the Site to determine the Products and Services available at that time.
25.2.DBI may change these Terms at any time. Any changes will take effect on the date they are posted on the Site and will apply to any Orders placed after that date.
25.3.Save to the extent provided for in Clause 27.2, any variation of these Terms would need to be agreed in writing by DBI and the Customer.
- ASSIGNMENT
26.1.The Customer shall not be entitled to assign any Contract without DBI’s consent.
26.2.Use of the Customer’s Account may not be transferred to another Party under any circumstances.
- ENTIRE AGREEMENT
27.1.These Terms, the Conditions of Use and the information confirmed as part of the Account registration process and each applicable Order Process set out the entire basis for contracting between the Parties.
27.2.Terms and conditions supplied or made available by the Customer shall not be effective between the Parties unless expressly agreed in writing by DBI.
27.3.The Customer acknowledges and agrees that in using the Site, registering an Account and entering into a Contract it will not rely upon any statement of fact or opinion, representation, warranty or understanding (whether negligently or innocently made) of any person other than as expressly set out in the sources noted in Clause 27.1.
- SEVERANCE
In the event that any of the terms, conditions or provisions in these Terms are determined invalid, unlawful or unenforceable to any extent, such term, condition or provision shall be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
- WAIVER
No forbearance or delay by a Party in enforcing their rights will prejudice or restrict the rights of that Party, and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.
- COMMUNICATIONS
30.1.Any notice given under or in relation to these Terms shall be in writing and signed by or on behalf of the Party giving it and shall be served:
30.1.1. by delivering it personally or by sending it by pre-paid first class post, or recorded delivery or registered post;
30.1.2. by facsimile transmission; or
30.1.3. by e-mail, provided that the requirement for the notice to be signed will not apply to notices served by e-mail,to the address indicated during the Account registration procedure (for the Customer) or as indicated in the “Contact” section of the Site (for DBI) or, in the event that another address has been notified by a Party in accordance with and making specific reference to this clause, to that other address.
30.2. Any such notice shall be deemed to have been received:
30.2.1. if delivered personally, at the time of delivery;
30.2.2. in the case of pre-paid first class post or recorded delivery or registered post, 48 hours from the date of posting if from and to an address in the United Kingdom or Northern Ireland and five days from the date of posting if from or to an address elsewhere;
30.2.3. in the case of facsimile transmission at the time the transmission was sent provided evidence of transmission is retained and a copy is sent by post within 24 hours of the time of transmission; and
30.2.4. in the case of e-mail at the time that the e-mail enters the information systems of the intended recipient, provided that no error message indicating failure to deliver has been received by the sender, provided that if deemed receipt occurs before 9am on a Business Day the notice will be deemed to have been received at 9am on that day, and if deemed receipt occurs after 5pm on a Business Day, or on a day which is not a Business Day, the notice will be deemed to have been received at 9am on the next Business Day.
- THIRD PARTY RIGHTS
Nothing in these Terms is intended to confer a benefit on or be enforceable by any person who is not a Party, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
- GOVERNING LAW AND JURISDICTION
These Terms, the Customer’s use of the Site and its Account and any Contract shall be governed by and interpreted in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English Courts.